Securities code: Baoding Lucky Innovative Materials Co.Ltd(300446) securities abbreviation: ST Le Cai Announcement No.: 2022038 Baoding Lucky Innovative Materials Co.Ltd(300446)
Announcement on Amending the articles of association and the four company systems
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
The 14th meeting of the 4th board of directors of Baoding Lucky Innovative Materials Co.Ltd(300446) (hereinafter referred to as "the company") passed the proposal on Amending the articles of association, the proposal on Amending the rules of procedure of the general meeting of shareholders of Baoding Lucky Innovative Materials Co.Ltd(300446) Baoding Lucky Innovative Materials Co.Ltd(300446) , the proposal on Amending the rules of procedure of the board of directors of Baoding Lucky Innovative Materials Co.Ltd(300446) Baoding Lucky Innovative Materials Co.Ltd(300446) , and the proposal on Amending the management system of external guarantee of Baoding Lucky Innovative Materials Co.Ltd(300446) Baoding Lucky Innovative Materials Co.Ltd(300446) Proposal on Amending the measures for the administration of Baoding Lucky Innovative Materials Co.Ltd(300446) foreign investment and other system amendments.
The specific amendments of the above documents are hereby announced as follows:
1、 Proposal on Amending the articles of Association (see the amendment to the Baoding Lucky Innovative Materials Co.Ltd(300446) articles of Association published on the gem information disclosure website designated by the CSRC for specific amendments); 2、 Proposal on Amending the rules of procedure of Baoding Lucky Innovative Materials Co.Ltd(300446) shareholders' meeting (see Annex I for the revised contents);
3、 Proposal on Amending Baoding Lucky Innovative Materials Co.Ltd(300446) rules of procedure of the board of directors (see Annex II for the revised contents);
4、 Proposal on Amending Baoding Lucky Innovative Materials Co.Ltd(300446) external guarantee management system (see Annex III for the revised contents).
5、 Proposal on Amending the measures for the administration of Baoding Lucky Innovative Materials Co.Ltd(300446) foreign investment (see Annex IV for the revised contents).
The above revised system is detailed in the announcement published on the gem information disclosure website designated by the CSRC.
It is hereby announced.
Baoding Lucky Innovative Materials Co.Ltd(300446) board of directors April 19, 2022
Annex I: amendments to the rules of procedure of Baoding Lucky Innovative Materials Co.Ltd(300446) shareholders' meeting:
Terms before and after modification
Article 4 the general meeting of shareholders is divided into annual general meeting of shareholders. Article 4 the general meeting of shareholders is divided into annual general meeting of shareholders and extraordinary general meeting of shareholders. Annual general meeting, annual general meeting and extraordinary general meeting. The annual general meeting of shareholders shall be held once a year, once after the end of the previous fiscal year, and within 6 months after the end of the previous fiscal year. The extraordinary general meeting of shareholders shall be held within 6 months from time to time. The extraordinary general meeting of shareholders shall be held irregularly. Under the following circumstances, the extraordinary general meeting of shareholders shall be held within 2 months:
The meeting shall be held within 2 months: (VI) laws, administrative regulations and departmental rules (VI) other circumstances specified in the articles of association. Or other circumstances stipulated in the articles of association.
Article 9 if the board of supervisors or shareholders decide to convene the general meeting of shareholders on their own, they shall notify the board of directors in writing. In case of a general meeting of shareholders, the board of directors shall be notified in writing, and when the resolution of the general meeting of shareholders is made, it shall be filed with the stock exchange when convening shareholders.
The shareholding ratio shall not be less than 10%. When the resolution of the general meeting of shareholders is made, the shareholding ratio of the convening shareholders shall not be less than 10%.
Article 10 for the general meeting of shareholders convened by the board of supervisors or shareholders, the board of directors and the Secretary of the board of directors shall cooperate with the general meeting of shareholders convened by the board of supervisors or shareholders. The board of directors shall provide the date of equity registration for cooperation. The board of directors will provide the register of shareholders on the equity registration date. East roster.
Article 17 the notice of the general meeting of shareholders shall include the time and place of the meeting, and determine the following contents:
Name, contact number and fax address of the Department. (I) time, place and duration of the meeting
Limit;
(II) matters and proposals submitted to the meeting for deliberation; (III) explain in obvious words: all shareholders have the right to attend the general meeting of shareholders and can entrust a proxy in writing to attend the meeting and vote. The proxy need not be a shareholder of the company;
(IV) the date of equity registration of shareholders entitled to attend the general meeting of shareholders;
(V) name and telephone number of permanent contact person for conference affairs.
(VI) voting time and procedures by network or other means.
The notice and supplementary notice of the general meeting of shareholders shall fully and completely disclose all the specific contents of all proposals. If the general meeting of shareholders adopts network or other means, the voting time and voting procedures of network or other means shall be clearly stated in the notice of the general meeting of shareholders.
The starting time of online voting or other means of voting at the general meeting of shareholders shall not be earlier than 3:00 p.m. on the day before the on-site general meeting of shareholders, and shall not be later than 9:30 a.m. on the day when the on-site general meeting of shareholders is held, and its ending time shall not be earlier than 3:00 p.m. on the day when the on-site general meeting of shareholders ends.
The interval between the date of equity registration and the date of the meeting shall not be more than seven working days. Once the equity registration date is confirmed, it shall not be changed.
Article 35 The shareholders' meeting shall vote on the proposal. Article 35 before voting on the proposal, the shareholders' meeting shall elect two shareholders' representatives to participate in the vote counting and supervision. Before voting, two shareholders' representatives shall be elected to participate in the vote counting and supervision. The matters under consideration are related to shareholders and scrutinize votes. If the matters under consideration are related to the shareholders, the relevant shareholders and agents shall not participate in the counting and supervision of votes, and the relevant shareholders and agents shall not participate in the counting and supervision of votes. Scrutineer.
When the general meeting of shareholders votes on the proposal, the shareholder representative and the supervisor representative shall be jointly responsible for counting the votes, and the lawyer, the shareholder representative and the supervisor representative shall be jointly responsible for supervising the votes. Count and monitor the votes, announce the voting results on the spot, and record the voting results of the resolution in the meeting minutes.
Annex II: amendments to the rules of procedure of Baoding Lucky Innovative Materials Co.Ltd(300446) board of directors:
Terms before and after modification
Article 4 in accordance with the relevant provisions of the articles of association, the board of directors mainly exercises the following functions and powers: the board of directors mainly exercises the following functions and powers:
(VIII) within the scope of authorization of the general meeting of shareholders, decide (VIII) within the scope of authorization of the general meeting of shareholders, decide on the company's foreign investment, acquisition and sale of assets, asset determination of the company's foreign investment, acquisition and sale of assets, asset mortgage, external guarantee, entrusted financial management, related party mortgage, external guarantee, entrusted financial management, related party transactions and other matters; Transactions, external donations and other matters;
(x) appoint or (x) decide to dismiss the general manager and Secretary of the board of directors of the company according to the nomination of the chairman of the board of directors; Appoint or dismiss the deputy general manager of the company according to the appointment or dismissal of the general manager and the Secretary of the board of directors and the nomination of the general manager, and decide on his remuneration, rewards and punishments; According to the general manager, chief financial officer and other senior managers and the nomination of the manager, decide to appoint or dismiss the deputy of the company, and determine their remuneration, rewards and punishments; The general manager, the chief financial officer and other senior managers, and (15) review the following events of the company and decide on their remuneration, rewards and punishments;
Transactions of standard 1 (except for (XV) the company's donated cash assets that meet the following requirements): Transactions of standard 1 (except for 1. The total assets involved in the transaction account for the largest proportion of the company):
More than 10% of the total assets audited in the recent period; 1. The total assets involved in the transaction account for more than 10% of the total audited assets of the company that purchased and sold major assets within one year;
The assets exceed 30% of the company's total audited assets in the latest period, but the company purchases or sells major assets within one year; Or if the total assets involved in the transaction account for more than 30% of the company's total assets audited in the latest period and more than 50% of the company's total assets audited in the latest period, the directors shall decide; Or if the total assets involved in the transaction account for more than 50% of the total assets audited in the first phase submitted to the general meeting of shareholders after discussion and resolution at the recent meeting of the company, it shall be discussed by the directors; If the total amount of assets involved in the above transaction is discussed and decided at the meeting and submitted to the general meeting of shareholders for review, the higher one shall be taken as the calculation and discussion; There are data on the total assets involved in the above transactions at the same time; The higher of the book value and the assessed value shall be taken as the calculation. 2. The latest data of the transaction object (such as equity);
The main business income related to the last fiscal year accounts for more than 10% of the company's income in the most recent fiscal year, and the absolute amount exceeds RMB 5 million of the audited main business income in the most recent fiscal year; More than 10%, and the absolute amount exceeds 10 million yuan; However, in the latest fiscal year, the relevant operating revenue of the transaction subject (such as equity) accounts for 50% of the company's audited operating revenue in the latest fiscal year, and 50% of the audited operating revenue in the last fiscal year
If the absolute amount exceeds 30 million yuan, the board of directors shall discuss and make a resolution, submit it to the general meeting of shareholders, the board of directors shall discuss and make a resolution, and submit it to the general meeting of shareholders for deliberation; consideration;
3. 3. The related net profit of the transaction object (such as equity) in the latest fiscal year accounts for 10% of the company's audited net profit in the latest fiscal year, more than 10% of the audited net profit in the latest fiscal year, and the absolute amount exceeds 1 million yuan; The absolute amount exceeds 1 million yuan;
However, if the net profit related to the subject matter of the transaction (such as equity) in the latest fiscal year accounts for more than 50% of the company's audited net profit in the latest fiscal year, more than 50% of the company's audited net profit in the latest fiscal year, and the absolute amount of the subject matter of the transaction (such as equity) exceeds 3 million yuan, the absolute amount of the board of directors exceeds 5 million yuan, The board of directors shall discuss and make a resolution and submit it to the general meeting of shareholders for deliberation; Discuss and make resolutions and submit them to the general meeting of shareholders for deliberation;
4. The transaction amount of the transaction (including the debts and expenses undertaken) accounts for 4. The transaction amount of the transaction (including the debts and expenses undertaken)
